A Lesson in Alien Reproductive History
by D Veleniet
Summary: He laughed weakly in that way that signaled he was about to say something she wouldn't like hearing. "You're about to become part of the history lesson. This is the way they solved their population problem: the Antipoi breeding pod."
1. Chapter 1

Disclaimer: I don't own either of these characters, as they belong to the BBC and Steven Moffat.

Author's Note: Rated for the smut, which will appear later. Written on a dare by my sister a long time ago, this was originally for Ten and Rose. Couldn't resist turning it into Whouffle. ;)

"'Can't miss the Festival of Lights,' he said. 'Once in a lifetime experience, he said.'" Sighing loudly in frustration, Clara crouched lower behind their make-shift barrier, grateful for her small stature. "Isn't there some intergalactic news bulletin thing you can check so we don't keep doing this?"

The Doctor was fussing over his sonic screwdriver. "Well, how was I to know they were in the midst of an interstellar war? The Antipoi have *never* had any military campaigns – their attention spans were always too short!" He tried raising his head to test their safety and was rewarded with a streak of laser gunfire past his right ear. Quickly rejoining Clara, he considered. "Good to know they've made real evolutionary progress, I suppose."

"Yes. Absolutely – lovely for them. Remind me to congratulate them if they don't fry us with their lasers."

Sonic pocketed for its temporary uselessness, he wrung his hands. "Should have helped with their population, at least. You know they actually had problems with that in the past because of their short–"

"Doctor?"

"Yes?"

"As much as I'd love to hear about the reproductive history of the alien race that's currently trying to kill us, I'd be far more keen to listen when we're *not* target practise."

The Doctor made some weak defensive gesture on the Antipoi's behalf. "But that's what happens when you have a short attention span – you forget who your friends and enemies are."

"And if you remind them, they just forget again anyway," she quipped, mostly to herself. Clara scanned the landscape, spotting an oblong rock ten feet to their left. "Was that there before?"

The Doctor craned his head, squinting. "That looks familiar, actually…"

She whipped her head around to size up the distance. "I'm going to make a run for it." And with that, she dived towards the rock, narrowly missing a firestorm of lasers.

"No – Clara!" The Doctor's alarm propelled him to join her, momentarily forgetting his own safety.

She was on her knees, fingertips brushing the surface, her brow creased in concentration. "Wait a minute – this isn't just some rock. Doctor – there's a door!" Pulling at the latch, she peeked into the blackness inside, smiling triumphantly.

The Doctor frowned, giving the rock-shaped container a once-over with his sonic before peering into the space inside. "No other life forms detected; no poisonous gasses inside."

Clara raised her eyebrows. "Can't get any better than that." Clutching the door jamb, she swung her legs into it.

The Doctor was unexpectedly apprehensive. "Wait – Clara – there's something about this – something important…." He tapped his fingers at his head, willing the gears of his enormous brain to obey. "Erm…whatisitwhatisitwhatisit?" He studied the oblong container. It certainly looked big enough for the two of them, stretching at least three metres on each side, its texture an ochre color that blended in well with their dusty surroundings. They'd be well-hidden; he couldn't argue with that.

Clara echoed his tapping fingers on the door jamb as she impatiently waited for him. Just then, another flurry of laser fire exploded right next to them, prompting Clara to pull on the Doctor's jacket lapels in haste. "Still need convincing?"

"Not really, no."

And with that she slid her legs into the container, pulling the Doctor in with her as the door slammed behind them.

Clara was surprised to discover that the passage narrowed so she had to remain on her back. Grimacing in discomfort, she shimmied her shoulders, then her hips through, scrambling to push herself along so the Doctor could follow.

The next few seconds were a confusion of long limbs with pointy ends connecting in the wrong places, peppered with exclamations of pain and hissed apologies sounding from between clenched teeth.

"Can't you move back?" rasped the Doctor as he found himself unable to move off of Clara, lying supine on her back.

"Well, I could if you'd move off of me," her reply was somewhat terse as she tried and failed to right herself.

The Doctor tried as well, but didn't get very far. His head connected with the top of the container with a loud thwack, eliciting another "oof." "No room above me; no room behind you. Uh…what about the sides -is there any room there?" He dug in his pocket for the screwdriver, which was more difficult given that he had to support himself with one arm to keep from crushing Clara.

Clara in her own right was doing her best to disentangle herself from the Doctor's long limbs, sweeping her arms out to either side to find some room - *any* room to avoid this increasingly compromising position. But her hands found only the metal-ish substance of their container, enclosed round them like a cocoon. "*How* is this possible? This thing was at least a few metres across – did the walls get closer?" She banged on them to emphasize her point.

"Ohhhh dear…" The greenish light coming off the sonic lit up his features in odd ways. "Oh dear, oh dear." He swung the sonic in an arc, fiddling with the setting before taking its reading. Seeming to all of a sudden remember that Clara was right underneath him, he directed his attention towards her. "Remember how you said I could tell you about the reproductive history of the Antipoi once we were safe from harm?"

"Yeah."

"Well…" He laughed weakly in that way that signaled he was about to say something she wouldn't like hearing. "You're about to become part of the history lesson. This is the way they solved their population problem: the Antipoi breeding pod."

Visions of the many-tentacled Antipoi and their webbed, spindly fingers danced in her head. "A breeding pod? That's what they did then – captured other races to expand their population?" She tried not to sound too alarmed.

"No, no, no, no!" The Doctor responded as though Clara had spoken sacrilege. "They don't want to breed with us – it's for them! A pod designed to capture two unsuspecting creatures and not let them out until they breed. It was the perfect solution for the population problem – as you can imagine, creatures that have a rather short attention span would." The Doctor still managed to exude his excitement at other alien minds. "It disguises itself – much like the TARDIS, or - ….at least the way she used to – by becoming an object that blends in with the surroundings. "

Clara continued to focus her attention on the Doctor's rambling narrative so that she would *not* notice how he was lying on top of her, with his face mere inches from hers, even if it was turned away. She commended herself for keeping her voice interested-sounding and steady. "But the Antipoi are at least ten feet high – how could they even fit in here?"

"Different object, different size. Ooh – and do you want to know the *best* part?" He gave her a daft grin like an excited schoolboy.

Clara had to suppress a chuckle at his exuberance. "It makes chips if you get peckish?"

The Doctor frowned. "Antipoi don't eat chips – though their soil would be fertile enough for potatoes, I suppose. But the best part is – the pod adapts!"

"It does what?!"

"It adapts to the creatures it captures!" This time he used the sonic to indicate their surroundings. "It's already determined we are two humanoid creatures and has probably calculated the best way to make us –" He stopped in the midst of his babbling, slowly redirecting his attention towards her.

"…breed."


	2. Chapter 2

Author's Note: Holy cow - thank you for all the lovely reviews, follows and favorites – they are MUCH appreciated! FYI this and the next part were written before the events of "The Name of the Doctor." No "My Impossible Girl" references here, sorry. _

The word had a galvanizing effect as he became preternaturally still, a marked difference from his flurry of activity moments before.

The word had the same effect on Clara, even as she felt her heart start to pump blood at double-time.

"Not that I'm saying that we….that is, that doesn't mean we have to…" The words tumbled out of him now in a nervous cascade, falling one over the other. "There's another way out, probably."

"Probably?"

"Possibly."

"Possibly? Doctor!"

Hearing his name gained his attention, as he looked Clara full in the face. It was the first time he seemed to notice his proximity to her, and he swallowed, eyes wide.

Clara was also at a loss, her mind warring with the loud messages her body was sending her. Closing her eyes a moment to regain her focus, she silently cursed alien technology for its constant meddling. "There was a door. Can't we just go back the way we came in?"

"No. It fused into the container after it shut."

Clara did her best to focus on his neutral tone and not about the feel of his hearts thrumming against her chest. "But you have a sonic screwdriver! You can't use it to unseal the sides of the door?"

"Not for this kind of material, no - the waves are too short. It won't respond to the sonic unless it had a signal boost from another device."

"Another sonic device?"

"Or one that produced sound."

"Like a phone?"

He gazed down at her then, a slow smile spreading on his face. "Ohh, Clara…" he murmured, sending blossoms of warmth through Clara's chest at the gravely timbre of his voice and the adoration in his tone. "You are _beautiful_."

She returned the smile, telling herself this was the reason his eyes kept darting to her lips. Pulling herself back to her task, she reached her hand between them to her jacket pocket opening at the top of her hip. "Let me see if I can reach it." Shoving her hand down, she was surprised when she discovered the fabric resist her hand. Momentarily forgetting their position, she rocked her hips to the side as she tried to find an opening for her hand.

The Doctor's sharp intake of breath sounded near her ear, freezing her movements.

"You okay? Did I jab you?"

"No…" His voice sounded strained, making Clara skeptical. "You didn't – hurt me…did you get it?"

"No, it's – hang on." She rocked her hips back and forth several times again, struggling to get her hand into her pocket, eliciting first more sharp inhalations and then vibrations of sound resembling grunts from the Doctor each time.

"How is this - I normally *lose* things in here – how did it get…" Sighing in frustration, it hit her. "Not again - has the pod changed my clothing?" When he didn't reply, she tapped him lightly on the shoulder. "Doctor?"

"Yes?" His reply was raspy, his breath coming in short gasps.

Clara's mouth formed an "oh" before she'd actually said the word. "Oh. OH. Sorry." She winced at her own lack of awareness. "That's…not going to work is it? A bit much?"

"A bit." He now stared very pointedly at a spot behind her right shoulder.

Being careful not to move this time, she tried pushing one finger, then another through the unexpectedly narrowed gather of fabric. But to no avail: it was like someone had tried to sew her pocket shut.

Sighing exasperatedly, she withdrew her hand in defeat. "It won't let me get at it. Can you reach it? I think *all* alien machines are against me," she added in an annoyed tone.

"I told you the TARDIS is slow to trust. She'll warm up eventually." At least his voice had returned to normal, which helped dissipate her embarrassment.

"Eventually? She's had plenty of time to get used to me! How long does she normally need to warm up to a new person?"

The Doctor's answering expression bore a striking resemblance to guilt. "Well…"

Clara opened her mouth indignantly. "She's never done this before, has she? It's just me, then!"

Forgetting their proximity again, he cupped her face. "It's only because you're -"

Such familiar contact was now rendered electrifying, with the full weight of his body on top and his face so close. The immediate intimacy was clearly felt by both: she wasn't the only one breathing audibly as they stared into each other's eyes.

"Because I'm what?" She murmured after a few seconds of tense silence.

The Doctor was clearly trying very hard not to look at her lips. "Special."

Clara's eyes shined, smiling at the unexpected compliment. Then, it faltered as she considered his meaning. "To you or to her?"

The softness of his gaze provided all the answer she needed. "Both of us. For different reasons." His next words wiped Clara's smile off her face completely. "But this one may just not like you."

Clara was secretly relieved for the tension-breaking distraction goading him provided. "Ohh, that's right – 'course it'll behave for *you.* Because you have the magic touch?"

The Doctor didn't even try to hide his smirk. "I *always* have the magic touch."

Clara blushed from walking straight into _that_ innuendo and wondered if the Doctor's voice had dropped on purpose. She also wondered how to stop being so aware of his breath on her face as he spoke. She swallowed as the Doctor reached between them, sliding his hand into her pocket with ease. (Bloody pod.) He started maneuvering it down, oblivious to the trajectory his hand was taking until Clara let out a breathless exclamation.

"Doctor!"

He froze. "What?"

"My phone isn't – it's not…_there_."

The Doctor was flummoxed. "But I'm following the outline of your pocket."

"How? My phone isn't on that…" She trailed off, rolling her eyes. "Has it changed the location of my phone?"

"It might have done, yes." His hand was very still at her hip.

Dropping her head back, she knocked on the sides of the pod again. "What are you gonna do next – shorten my dress? Pop off my dress buttons?"

He had that look again. "Well…"

Clara stared, mouth agape, before closing her eyes resignedly. "Don't tell me - it can do that, too."

He could not have looked more uncomfortable. "It can change the biological configuration of the Antipoi tentacles – I doubt a few layers of cotton and nylon would present too much of a challenge."

Clara took a careful breath. "So…what are our options here?"

"I can try to reach your phone again, as that's the only way to unseal the door. Or…" It was clear he would have been fidgeting if doing so wouldn't have collapsed his full body weight on top of her.

"Or we…." Clara refused to say _breed_.

The Doctor swallowed. "Yes."

Clara thought for a moment. "Not a third option, is there?"

The Doctor looked like he was turning over a particularly sour thought. "We only have about nineteen minutes of oxygen left, so we could suffocate instead."

"I always feel so good after we've spoken."


	3. Chapter 3

A/N: WOW, I don't even know what to say/do about the incredible response this has received – THANK YOU to all for the reviews, favorites and follows. This is to whet your appetite – promise there's more where this came from!

The Doctor waited, his hand still poised at the top of her hip.

Clara cursed, then shook her head. "You need to get my phone. Just…I'm not gonna be able to keep myself from…um, *reacting*. So…if you could just go fast, so I don't. React. Too much."

She might as well have told him she was going to pull pink elephants out of her arse with the way he was looking at her. But he still nodded, swallowing yet again. "Okay?"

Clara nodded her assent, closing her eyes. She inhaled deeply, steeling herself not to respond to the proximity of the Doctor's hand as she felt it slide down her thigh closer…and closer...

Until at last it stopped at her phone, which was positioned _exactly_ at the edge of her thigh. In fact, it was wedged between her thigh and something else.

"Ha - got it!" The Doctor's triumph was short-lived as he closed his fingers around the phone and tugged.

Nothing happened. It was stuck.

Nothing happened, that is, other than Clara letting out a surprised "oh!", her eyes flying open in shock.

The Doctor could not have been more flustered. "Umm…apparently that's uh, not a, a, good angle, let me…" And she felt him uncurl his fingers just a bit, unwittingly shifting them further against her, eliciting another gasp. He pulled again, and she felt it move slightly to her right. Except now his hand was flush against her.

"Ah – did you feel that?"

Clara stared at him incredulously.

"It moved." There was excitement in his voice. "I think - maybe I can trick it."

"What?" She hated how breathless she sounded. "Trick – my phone?"

"No, the pod. If it thinks I'm trying to get the phone, then it won't let me move it. But if I make it *think* that I'm…uh, I'm – focusedonotherthings – then I can move it when it thinks *I'm* distracted."

Clara shook her head. "I have absolutely no idea what you just said, but –"

"Ten strokes. With - your permission, of course."

Clara's eyes widened, uncertain she'd heard him correctly. "You mean strokes as in… "

"Yes. That's the distraction." His determination might've been more persuasive if he hadn't looked entirely out of his depth. "I have to maintain the proximity to the phone and it *has* to be convincing. Believe me, if there were any other way…" He was pleading with her: he'd looked less helpless in the face of three million Cybermen.

It was Clara's turn to swallow as her mind raced through the ramifications of the Doctor's proposal. That he touch her. On purpose. _The Doctor_.

"I'll go slow. Ten strokes, and then I try again. I'll even count." He had that slightly unhinged look like when he knew he was about to face an angry god with nothing but his bowtie for protection. Though Clara couldn't be entirely sure of the source of the fire in his eyes. "Is that okay?"

There were at least 18,000 ways this was _not_ okay, despite the blaring fog horn messages her body was sending her to the contrary. But she nodded almost imperceptibly.

"Okay."

She braced herself.

"One."

Clara's breath caught.

"Two."

She let out a gasp.

"Three."

A small moan escaped her lips.

"Four."

Another more audible moan.

"Five."

Her moan became throaty.

"Six."

Her eyes flew shut, her hands balling into fists.

"Seven."

Her back arched, pressing her chest into his.

"Eight."

Her hands flew to his shoulders, clutching at the tweed of his jacket.

"Nine."

She buried her face in his neck, her moans turned to groans.

"Ten."

Her tongue flicked out at his earlobe, her teeth grazing the edge, as she whispered in between breaths, "Faster."

The Doctor yelped as her teeth closed down on his sensitive flesh. "Clara!" came his own breathy reply.

"The air, Doctor. Faster."

She could hear him trying to get his own breathing under control as he tugged once on her phone.

"One..two…three…"

Clara kept her grip on the Doctor's shoulders, her face buried in the space between the rough material of his jacket and the softness of his neck, trying to muffle her cries. Forgetting the effect it had on him earlier, she began rocking her hips back and forth.

"Five…siiiix -!" He let out a grunt as her body grinded against his, stopping his progress a moment. His breath was hot in her ear. "Clara…" He sounded desperate.

"Keep going -!" She whacked him on the back in her own desperation.

Then she felt him shift, his hand withdrawing from her pocket, balancing himself over her so that he was positioned between her legs. She gasped again as she felt him hard and needy through the thin material of her dress and tights, pressing into her.

"New tactic. Different distraction." He explained in between gulps of air. "Yes?"

Clara wrapped her arms around him in response, pressing her cheek to his. "New tactic, brilliant. And my phone?"

"After the ten – strokes." His breath was ragged, and she could feel the force of his exhalations in her hair. "I'll try – again."

Clara's hands wandered over his back, stealing under his jacket to seek closer contact.

"One...two...three…"

Some small part of Clara's brain not currently focused on the feeling of having the Doctor thrust his body against hers alerted her that his usually impeccable concentration had vanished. She swept the thought aside and focused instead on pulling his shirt out of his trousers so she could slip her hands underneath to feel his bare skin. She _needed_ more skin.

"Six…seven..eiiiiight - !" He broke his word off with a gasp.

No sooner had Clara had the thought then all of a sudden there _was_ more skin. In one very particular place.


	4. Chapter 4

**A/N: I am just bowled over by the response this story has received. I can't even fathom the number of follows, reviews, favorites – just WOW. And THANK YOU to all! There will be one more part after this, all wrapped up with a pretty, sexy bow, promise. ;) ****Enjoy! **

Both pulled back at the same time, eyes wide, lips parted, breathing heavily as they stared at each other in shock.

Clara could feel the tip of him just inside her, an added warmth and connection to him that she'd never anticipated, even up to this moment. And all of a sudden, the Doctor's master plan seemed utterly ridiculous. She felt the beginning of a smile and would've laughed outright if he hadn't been looking at her with such unabashed lust, a puzzling kind of wonder – and naked fear.

Now she was the one who grabbed his face, cupping his cheeks gently like he always did hers, reassuring him with soothing thumbs. "It's okay." She stroked the sides of his head, pushing that pesky flop of hair off his sweaty brow. He didn't look convinced, so she planted a soft kiss near his eyebrow, laying her forehead against his. "It's okay, Doctor."

They stayed there a moment, finally joined, and she felt his breath heat her face. Then with something between a whimper and a sob, his mouth crashed into hers, and he drank from her lips as though he could steal her oxygen. She responded in kind, her mouth sucking at his hungrily, letting out another muffled moan as she felt him slide deeper into her. Now they clung to each other as he started to move, no counting needed, and she rose to meet him with each thrust. Wiggling her legs out to the side, she wrapped them around his back, her heels digging into him, pushing him in even further. They both groaned into each other's mouths at this new level of contact.

The Doctor's limbs, notorious for flailing in all the wrong directions at any given time, had now at last found a purpose for their movement. His hands continued to fidget, but by running a palm up and down the side of her leg before moving up to brush over her breast, dipping inside her dress and into her bra and tweaking her nipple. His fingers clutched at the back of her head, pressing her closer to his insatiable mouth before tangling in her hair, pulling the strands through.

Clara's fingers trailed up and down his back, lightly scratching him with her fingernails, before dipping underneath the waistband of his trousers, squeezing his arse. She also worked at his clothing, divesting him of his jacket, his waistcoat and was trying to unbutton his shirt. She became vaguely annoyed at the pod for missing these important details after all the business with her pocket, but then the Doctor's mouth was on her neck and she quickly forgot.

He nipped and licked along her pulse point, trailing a line of saliva up to her ear where he closed his mouth around her lobe, making her buck and flex around him in response. This elicited a loud groan, which only made her grin and do it again. His mouth sought hers once more, his hands everywhere until one resumed its position between her legs where they were joined, no longer feather-light caressing but rubbing, urging her on. Clara's cry sounded in her throat at the doubled sensation, and she tore her mouth from his, giving her ecstasy a voice.

She was tumbling towards the edge, that energy coiled in her stomach building inside her, and she could feel the Doctor's speed increase, her cries and thrashing serving to hasten his own undoing. She tried tilting her hips to create even more friction, clenching her muscles around him, desperate to have him follow her, like they always did, running, tumbling towards the edge _together,_ joined, equals in their mad dash across the stars…

And then the stars exploded around her, the wave crested over, and she felt herself riding it, surging with joy, shaking and shuddering and shrieking and she was only aware of the Doctor following her, his own cries mingling with hers, her name whispered like a supplication in her ear, his fingertips digging into her shoulder blades as his body spasmed over her and into her.

They lay there a moment, still joined, still clinging to each other, as if afraid to let go. She could hear the Doctor's laboured breathing and reveled in the feel of his body collapsed on top of hers. Her hand stole up to his head, where she stroked his mussed hair, laying her fingers on the back of his neck, keeping him there.

All of a sudden there was a whirring noise overhead, startling them both, and Clara watched as the walls of the pod melted around them as if they were made of ice instead of impenetrable metal.

The Doctor craned his head to look as well, misjudging the shift of his weight without their enclosure and sending him toppling off of Clara so he landed on his back next to her.

They both watched as the Antipoi night sky came into view overhead, the twin moons' hazy light revealing a quiet, peaceful landscape around them.

The loss of contact combined with the rush of air and wind that whipped at them shifted the mood, making Clara shiver. She inhaled much-needed oxygen into her lungs and felt the heat and sweat evaporate almost immediately. Though she was still fully clothed (the pod having restored the convenient hole in her knickers at some point), she wrapped her arms around herself as the impact of everything hit her.

Her teeth worried her lip (_just like the Doctor had done – _no), as her thoughts swirled round and round her head, flitting by too fast for her to catch any of their meaning.

_Was that -_?

_Did he -_?

_Did _I -?

_Are we -_?

She would've been raking her hands through her hair (_where his fingers had tangled and pulled and – _no) but for an irrational fear of moving and thus ruining the possibility that she might be able to sink into the ground without the Doctor noticing.

At this point, however, she wasn't convinced the Doctor _would_ notice.

Though they were only separated by a few inches of space, it might as well have been a yawning chasm with the way he kept his long limbs curled in on himself. It didn't matter that he'd clung to her like a life preserver minutes ago; it seemed he was consciously ensuring that no part of his body or even his clothing touched her. And his deafening silence wasn't helping, either.

Clara felt one thought begin to solidify, and she tried to swallow the sickening dread that accompanied it.

_Did I just make the biggest mistake of my life?_


	5. Chapter 5

**A/N: Just wanted to say another huge THANK YOU to all who have reviewed, favorited and followed. I never imagined this would get such a huge response, and I cannot tell you how much it means. For all who have followed to the end, here it is: wrapped up with a pretty, sexy bowtie. ;) Enjoy!**

* * *

Clara couldn't bear it any longer.

"So…" she tried. Her voice sounded small in the now vast expanse of space.

"So." His reply came several seconds later, his tone revealing nothing.

Now she turned to look at him, needing some visual confirmation that what had just transpired hadn't been an oxygen-deprived hallucination of some sort.

He was staring at the night sky, his expression frustratingly blank. The only evidence that Clara hadn't dreamt it was his still unbuttoned shirt, the sides hanging loosely open.

"Are you…" She trailed off, trying to muster her courage. "Are we – okay?"

The Doctor frowned, as though she'd asked a silly question. "Yes. Yes, of course we're okay." He didn't look at her.

Clara faked a half smile. "Good."

He continued as though he hadn't finished his thought. "The effects are temporary, don't worry. Any hormones or pheromones the pod released wear off within a few minutes after prolonged exposure. The oxygen starvation should be corrected with continuous flow of oxygen." Now he turned to her, face earnest. "But let me know if you feel any dizziness or light-headedness. We can do a scan to make sure you haven't suffered any long-term effects when we get back to the TARDIS." He started moving, sitting up so he could button his shirt, snatching his waistcoat and jacket, his actions matching the non-stop flow of words. Clara moved to a seated position herself, suddenly too self-conscious to stay supine.

"In fact, we'd better start moving – even if the Antipoi have forgotten about us, they might still be in the midst of their skirmish, and we definitely don't want to be caught again with–"

"Doctor!" Clara laid a hand on his arm, stilling his movements.

He stopped, first staring at her arm like some unwelcome growth before looking at her reluctantly. "Yes?" His eyes begged her not to speak.

She almost shrank away, but she soldiered on. "Are we not going to talk about this?"

"Talk about what?"

Now there was a traitorous lump in her throat, but she pushed it down, determined not to show him how much this affected her. "So we're just gonna pretend like this never happened?"

The Doctor opened his mouth to reply before letting out a sigh of defeat. "No," he conceded. "No, we're not." He shook his head. "But…" He wrung his hands anxiously before splaying them wide. "What is there to talk about?"

Clara tucked her legs underneath her as she raced through the possibilities, discarding each of them. _Was this just a life-saving shag to you? Did you even want it? Do you want me? Do you have feelings for me? Why do you look at me one minute like I'm the most wonderful creature in all of creation and the next like I'm a ticking time bomb? What did this mean to you? Anything? Are you really even affected by pheromones?_

Instead, she gathered her hands in her lap, her thumb turning her mum's ring over and over her finger, drawing strength from it. Finally, she raised her head, having found the crux of the issue. "What am I to you?"

Such a simple question seemed to paralyze him, and he looked everywhere except at her. "You're my companion," he mumbled.

She very successfully did not smack him. "To travel with you?"

"Yes. And…adventures." He gestured vaguely.

"And that's it, is it?"

"No. I mean – yes!" He floundered. "I mean…" He scratched at his temple, stealing a glance at her before skittering away.

More confident after his slip of tongue, she was no longer afraid of probing further. "Doctor?"

"You're…" he began, still hunting for the answer in the ten square feet in front of him. Then, quite unexpectedly, he found it, and his features softened. "You're…my Clara." He said it with an air of someone who'd just stumbled upon a long-sought solution to a problem. Smiling at her, his face suddenly revealed only warmth and unrealised promise.

The lump returned to Clara's throat, but this time she let the Doctor see the resulting shine in her eyes as she smiled back at him. "Yours?"

The Doctor held her gaze a moment before climbing to his feet, extending his hands out to her. She took them and was pulled up and into an embrace that swept her off the ground. He spun her round, and she shrieked with surprised laughter as her legs dangled like a child's.

"Doctor! What are you doing?" Not that she minded in the least.

He held her fast. "I'm testing your lung capacity after the oxygen starvation! This is simply a method to get the air moving again."

When he finally put her down, she kept her arms around his neck and he seemed comfortable leaving his around her waist. They stood there a moment, beaming at each other, before Clara let her hands trail down over his lapels, fingering them.

"And what about your lung capacity? Any way to test that?" She looked at him from under her eyelashes, her lips coquettishly pursed.

His stammering was entirely predictable. "Umm, well, there are – yes, of course, there are ways to – ooh!" His face lit up. "There's a lake near the festival with those flowering lily pads! Well, not lily pads, exactly – more like leftover plant detritus – but they *look* like lily pads, and they're also about ten times the size of regular lily pads so you can sit on them – though only if you ask nicely."

Clara studied him a moment before shaking her head and giggling. "Okay. So tell me – how does temperamental, overgrown leftover plant detritus you can sit on test your – oh!" She caught up to him. "We're going swimming?"

The Doctor grinned, nodding excitedly before grasping her hand, starting off in what Clara assumed was the direction of the lake. "We'll actually be able to see the lights from the lake – well, if the Antipoi weren't too occupied with their skirmish to prepare for the Sprungling hatching."

"The what?"

"The hatching! Oh. Did I not mention that's where the lights came from?"

Clara decided his excitement was too adorable to warrant a proper eye roll. "Think you left that part out, yeah."

"Well – the Sprungling are tree-dwelling insect-like creatures that lay their eggs in invisible webs above the trees." The Doctor freed his hand from Clara's, needing to paint it in as vivid detail as possible, apparently. "When the eggs hatch, the reaction with the atmosphere causes a mini-explosion that emits a multitude of colours. But it only happens once every hundred years because the mating cycle of the Sprungling follows a –"

"Ohh, I know what this is!" Clara stopped and swatted him playfully on the arm.

"Eh?"

Now she faced him, folding her arms across her chest. "You just want to teach me about more alien reproductive history." The Doctor opened his mouth indignantly to reply, but Clara put up a hand. "Actually, now that we're stopped – don't we need to go back to the TARDIS first? My swim stuff's in there."

The shift in his features was subtle, so subtle she might've missed it but for the fact that this was something she'd never seen before. The contours of his face worked in a suggestive way, forming an expression that Clara could only describe as enticing. "No." His voice had resumed that spine-tingling gravelly quality. "You won't need it."

Clara almost shivered, but met the heat in his eyes with her own. "Okay." She dropped her own voice. "Guess you won't need yours then, either."

She didn't think it was possible, but his look intensified as he reached for her hand, pulling it up to his lips and laying a slow, soft kiss on her palm, never breaking their eye contact.

This time Clara couldn't suppress her shiver.

He smiled at her, then, the heat cooling to warmth as his thumb caressed the inside of her wrist. "As a matter of fact, I was thinking –"

All of a sudden they were startled by a ground-shaking explosion just ahead of them.

They looked at each other in alarm, tensed in a different way now.

"Did that come from -?"

"Yes, just up ahead."

"Where we were going to –?"

"Right near the lake, yes."

Another explosion sounded, throwing Clara off-balance enough that she grabbed the Doctor's arms.

"Okay. Do they do normally blow things up for the Festival of Lights?"

"Not usually, no."

They regarded each other ruefully, the Doctor squeezing her hand in apology.

"It's okay. I definitely feel like – not dying today," she squeezed back. "Though…" she let out a wistful sigh. "I was sort of looking forward to swimming."

"Ah!" The Doctor grinned at her conspiratorially. "There is a swimming pool in the TARDIS, you know."

"Hmm." Clara glanced in the direction of the TARDIS, a blue smudge against the dusty Antpoi landscape. It would be an easily traversable distance to safety. "Race you?" She flashed him one of her most devilish looks.

The Doctor chuckled, returning her look. "Okay. For what?"

She thought a moment, before reaching a hand up to his bowtie, brushing her fingers over the fabric. "If I win…you have to keep this on."

The Doctor's eyebrows shot up into his hair. "Only -?"

"Yep." She rested her hand against his chest, just underneath his bowtie, loving the feel of his hearts beating against her arm. Which had noticeably quickened in the last ten seconds.

"Okay." He smirked before pulling his lips together in thought. "And if I win…" He rubbed his palms together in anticipation of his prize. Then his face lit up, index fingers poised. "Ah! I get to teach you more about alien reproductive history."

Clara grimaced, letting out an exasperated groan. "Ohh, come on! Why are you so keen on this all of a sudden? I hated history, you know." She folded her arms reproachfully.

The Doctor clapped his hands together, chortling at her knowingly.

Clara scrunched her face at him. She would've stuck out her tongue if she'd been feeling especially childish. And if the thought hadn't recalled what it was like to feel his tongue against hers, which was an unwelcome distraction at that particular moment. "Fiiiiine."

She stuck out her hand instead. He shook it gleefully. They both turned in the direction of the TARDIS.

"Ready?"

She nodded.

"_Go_!"

They ran.

Clara lost.

But she discovered the Doctor was only interested in teaching her about _one _species of alien. So it definitely didn't feel like losing.

*_Fin_*


End file.
